Royal Cup to take Farmer Brothers (NASDAQ: FARM) private at $1.29

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Farmer Bros. Co. has agreed to be acquired by privately held Royal Cup, with each outstanding share of Farmer Brothers common stock to be converted into $1.29 in cash at closing. The merger will turn Farmer Brothers into a wholly owned subsidiary of Royal Cup and a private company, with its shares delisted from Nasdaq after completion.

The deal requires approval by a majority of Farmer Brothers shareholders and other customary conditions, including no blocking legal orders and no specified material adverse effect. Certain existing stockholders owning about 22.1% of the shares have signed voting agreements supporting the transaction.

Financing includes an equity commitment of approximately $2.8 million from Braemont funds and a committed $65 million credit facility for Royal Cup. The merger agreement features a $1,684,000 termination fee payable by Farmer Brothers in defined scenarios and a $5,000,000 reverse termination fee payable by Royal Cup’s side if they fail to close after conditions are met. Executive severance agreements were amended so that closing of the merger constitutes “Good Reason,” and certain executives entered one‑year non‑competition agreements.

Insights

Farmer Brothers agrees to a go-private cash sale at $1.29 per share.

Farmer Brothers has signed a definitive merger agreement to be acquired by Royal Cup for $1.29 per share in cash, after which it will become a wholly owned subsidiary and be delisted from Nasdaq. This is a full change of control and effectively sets an exit price for existing shareholders, subject to formal approval.

Closing depends on a majority shareholder vote, customary accuracy of representations, covenant compliance, and no blocking laws or defined material adverse effect. There is also a leverage-related condition that outstanding indebtedness plus transaction expenses, net of unrestricted cash, must not exceed $32.6 million immediately before closing, which ties capital structure to deal completion.

Deal certainty is supported by an equity commitment of about $2.8 million and a committed $65 million credit facility, alongside a $5,000,000 reverse termination fee payable by Royal Cup’s side if they fail to close after conditions are satisfied. Farmer Brothers owes a $1,684,000 termination fee in specified competing-offer and recommendation-change scenarios, plus possible expense reimbursement up to $842,000. Voting agreements covering roughly 22.1% of shares increase visibility on the shareholder-approval process, but completion still depends on the remaining holders and regulatory/contractual conditions.

03/04/2026 - 04:15 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 3, 2026

FARMER BROS. CO.

(Exact Name Of Registrant As Specified In Its Charter)

Delaware		001-34249		95-0725980
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

14501 N Fwy
Fort Worth, Texas 76177

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (682) 549-6600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $1.00 par value		FARM		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

¨ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry into a Material Definitive Agreement.

Merger Agreement

On March 3, 2026 (the “Signing Date”), Farmer Bros. Co. (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Royal Cup, Inc., a Delaware corporation (“Parent”), and BP I Brew Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent (the “Surviving Corporation”) in accordance with the Delaware General Corporation Law (as amended, the “DGCL”).

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $1.00 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time will be automatically canceled and (other than shares of Company Common Stock that are (1) owned or held in treasury by the Company, (2) owned by Parent or Merger Sub (or any of their respective affiliates) or (3) owned by stockholders who have properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL) converted into the right to receive $1.29 in cash without interest (the “Per Share Merger Consideration”).

Pursuant to the Merger Agreement, each of the options (whether vested or unvested) to purchase shares of Company Common Stock (the "Company Stock Options") that are outstanding and unexercised under the Company’s Amended and Restated 2017 Long-Term Incentive Plan or 2020 Inducement Incentive Plan (together, the “Equity Plans”) immediately prior to the Effective Time, will be automatically converted into the right to receive from Parent or the Surviving Corporation an amount in cash equal to the product obtained by multiplying (1) the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such Company Stock Option, by (2) the aggregate number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time.

Pursuant to the Merger Agreement, each of the Company’s restricted stock units, including time-based, cash-based and performance-based restricted stock units (collectively, the “Company RSUs”) that have been granted under the Equity Plans and are outstanding as of immediately prior to the Effective Time will be cancelled and terminated as of the Effective Time. In exchange therefor, each holder of Company RSUs will have the contingent right to receive from the Surviving Corporation an amount in cash (without interest) equal to the product obtained by multiplying (1) the number of shares of Company Common Stock subject to such Company RSU (in the case of any performance-based Company RSU, with the applicable performance metrics at the greater of target level or actual performance) by (2) the Per Share Merger Consideration, plus any accrued and unpaid dividend equivalent rights with respect to such Company RSU, less any applicable withholding taxes. The cash-based award will be subject to the same terms and conditions as are applicable to the corresponding Company RSU (including time-based vesting conditions and terms related to the treatment upon termination of employment, with performance-based restricted stock units having a time-based vesting date of the last day of the performance period applicable to the corresponding Company RSU).

Consummation of the Merger is subject to the satisfaction or (to the extent permitted by applicable law) waiver of certain mutual customary closing conditions, including (1) the affirmative vote of a majority of the outstanding shares of Company Common Stock, voting as a single class (the “Company Stockholder Approval”) and (2) the absence of an order or law prohibiting the Merger or making consummation of the Merger illegal or otherwise prohibited. Each party’s obligation to consummate the Merger is subject to certain other conditions, including the accuracy of the other party’s Merger Agreement representations and warranties (subject to certain materiality qualifiers) as of the date of the Merger Agreement and as of the Closing Date (as defined in the Merger Agreement), and the other party’s compliance with its Merger Agreement covenants and agreements in all material respects. In addition, the obligation of Parent and Merger Sub to consummate the Merger is subject to the absence, since the date of the Merger Agreement, of a Company Material Adverse Effect (as defined in the Merger Agreement) and the sum of all outstanding indebtedness under the Company Credit Facility (as defined in the Merger Agreement), together with the Transaction Expenses (as defined in the Merger Agreement) and net of unrestricted cash of the Company, not exceeding $32.6 million immediately prior to the Closing.

Concurrently with the execution of the Merger Agreement, Parent has delivered to the Company (i) an equity commitment letter (the “Equity Commitment Letter”) from Braemont Partners I LP, Braemont Partners I (Offshore) LP and Braemont Partners I (Anchor Parallel) LP (such entities, in such capacities, the “Funds”) pursuant to which, subject to the conditions contained therein, the Funds have committed to invest in Parent, directly or indirectly, cash in the aggregate amount of approximately $2.8 million to enable Parent to consummate the Merger (the “Equity Financing” and, taken together with any debt financing incurred by Parent under the Parent Credit Facility (as defined in the Merger Agreement), which has, subject to the satisfaction or waiver of certain customary terms and conditions, a committed aggregate amount of $65 million available to enable Parent to consummate the Merger, or otherwise incurred in connection with the transactions contemplated in the Merger Agreement, the “Financing”) and (ii) a limited guarantee (the “Limited Guarantee”) from the Funds (such entities, in such capacities, the “Guarantors”) in favor of the Company pursuant to which, subject to the conditions contained in the Limited Guarantee, the Guarantors are guaranteeing certain payment obligations of Parent and Merger Sub under the Merger Agreement, including payment of the Reverse Termination Fee (as defined below). The Equity Commitment Letter provides that the Company is a third-party beneficiary thereof as set forth therein. Notwithstanding the foregoing, Parent’s and Merger Sub’s respective obligations to consummate the Merger are not contingent upon or otherwise subject to the receipt or availability of funds to Parent, including the Financing.

The Merger Agreement includes representations, warranties and covenants of the Company, Parent and Merger Sub customary for a transaction of this nature. The Company has also agreed (1) to conduct its business in all material respects in the ordinary course of business consistent with past practice, (2) not to take certain actions, including declaring or paying any dividend in respect of the Company’s capital stock or other equity or voting interests, (3) to cooperate with Parent in connection with obtaining the Financing, (4) to hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval (the “Company Stockholder Meeting”) and (5) subject to certain customary exceptions, for the board of directors of the Company (the “Company Board”) to recommend that the Company’s stockholders approve and adopt the Merger Agreement, in each case, prior to the earlier to occur of the termination of the Merger Agreement and the Effective Time.

From the Signing Date until the earlier of the termination of the Merger Agreement and the Effective Time, the Company will be subject to customary “no-solicitation” restrictions on its ability to solicit, initiate, encourage or facilitate any Acquisition Proposal (as defined in the Merger Agreement) or Inquiry (as defined in the Merger Agreement) from third parties, including restrictions on the Company’s ability to provide information (including non-public information and data) to any third party (or such third party’s representatives) and engage in, enter into, or participate in any discussions or negotiations with any third party (or such third party’s representatives) regarding an Acquisition Proposal or Inquiry. Notwithstanding these restrictions, the Company may, under certain circumstances prior to obtaining the Company Stockholder Approval, (1) furnish information (including non-public information and data) to and (2) participate in discussions or negotiations with third parties with respect to an unsolicited written bona fide Acquisition Proposal that the Company Board has determined in good faith (based on the information then available after consultation with its independent financial advisors and outside legal counsel) constitutes or is reasonably expected to result in a Superior Proposal (as defined in the Merger Agreement), and that failing to do so would be inconsistent with the Company Board’s fiduciary duties under applicable law.

The Merger Agreement contains customary termination rights, including that each of Parent or the Company can terminate the Merger Agreement under certain circumstances, including (1) if the transactions contemplated by the Merger Agreement are not consummated on or before March 3, 2027 (the “End Date”), (2) if a court of competent jurisdiction or other governmental authority has issued a final non-appealable order or other final action permanently enjoining, restraining or otherwise prohibiting the consummation of the Merger, (3) if the other party has breached a representation, warranty, covenant or other agreement contained in the Merger Agreement that would result in any condition to closing not being satisfied and has not cured that breach prior to the earlier of the End Date or the thirtieth calendar day following delivery of notice to the other party of such breach, (4) the Company Stockholder Approval is not obtained at the Company Stockholder Meeting or (5) by mutual written consent of Parent and the Company. The Company may also terminate the Merger Agreement prior to the Company Stockholder Approval if the Company Board, among other things, changes or fails to support the Company Board’s recommendation that the Merger Agreement be adopted by the Company’s stockholders (an “Adverse Recommendation Change”) in order to enter into an agreement providing for a Superior Proposal, subject to the payment of the Termination Fee (as defined below). Parent may also terminate the Merger Agreement if, prior to the receipt of Company Stockholder Approval, the Company Board effects an Adverse Recommendation Change.

The Company will pay Parent a $1,684,000 termination fee (the “Termination Fee”) (less any expenses already reimbursed to Parent, if applicable) if, (1) prior to obtaining the Company Stockholder Approval, the Company terminates the Merger Agreement to enter into an agreement providing for a Superior Proposal, (2) prior to obtaining the Company Stockholder Approval, Parent terminates the Merger Agreement because of an Adverse Recommendation Change or (3)(i)(A) Parent or the Company terminates the Merger Agreement because the transactions contemplated by the Merger Agreement were not consummated on or before the End Date (an “End Date Termination”), (B) Parent terminates the Merger Agreement because the Company breached any representation, warranty, covenant or agreement in the Merger Agreement and did not timely cure such breach (a “Company Breach Termination”), or (C) Parent or the Company terminates the Merger Agreement because the Company Stockholder Approval was not obtained at the Company Stockholder Meeting (a “Failure to Obtain Stockholder Approval Termination”), (ii) prior to (A) termination in the case of the an End Date Termination or a Company Breach Termination, or (B) the Company Stockholder Meeting in the case of the Failure to Obtain Stockholder Approval Termination, any Acquisition Proposal has been made publicly or to the Company Board, and (iii) within 12 months of the termination of the Merger Agreement, (A) the Company enters into a definitive agreement with respect to any Acquisition Proposal that is subsequently consummated (whether or not such consummation occurs during the 12-month period) or (B) the Company consummates an Acquisition Proposal. Additionally, if a Failure to Obtain Stockholder Approval Termination occurs under circumstances in which the Termination Fee is not then payable, the Company will reimburse Parent and its affiliates up to $842,000 for their reasonable and documented out-of-pocket fees and expenses incurred and paid to unaffiliated third parties in connection with the Merger Agreement.

Parent will pay the Company a $5,000,000 termination fee (the “Reverse Termination Fee”) if the Company terminates the Merger Agreement because Parent or Merger Sub (1) breached any representation, warranty, covenant, or agreement in the Merger Agreement and did not timely cure such breach or (2) fails to consummate the transactions contemplated by the Merger Agreement within three business days after all conditions to closing have been satisfied or waived and the Company has delivered to Parent written notice that it is ready, willing and able to consummate the transactions contemplated by the Merger Agreement.

The Company Board has unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, are fair to, advisable and in the best interests of the Company and its stockholders, (2) approved the Merger Agreement and the transactions contemplated thereby and declared them advisable, (3) authorized and approved the execution, delivery and performance by the Company of the Merger Agreement and consummation of the transactions contemplated therein, (4) subject to its rights to effect an Adverse Recommendation Change and/or terminate the Merger Agreement, determined to recommend that the stockholders of the Company approve the Merger and adopt the Merger Agreement and (5) directed that the Merger Agreement be submitted to a vote of the Company’s stockholders for purposes of obtaining the Company Stockholder Approval.

If the Merger is consummated, the Company Common Stock will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934, as amended, as promptly as practicable following the Effective Time.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete, and is qualified in its entirety by the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated herein by reference. The Merger Agreement has been filed to provide information to investors regarding its terms. The Merger Agreement is not intended to provide any other factual information about the Company, Parent or Merger Sub, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Merger or the other transactions contemplated therein.

The Merger Agreement and this summary should not be relied upon as disclosure about the Company or Parent. Investors, the Company’s stockholders or any other third parties should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, Parent, Merger Sub or any of their respective subsidiaries or affiliates. The Merger Agreement contains representations and warranties that are the product of negotiations among the parties thereto and that the parties made to, and solely for the benefit of, each other as of specified dates. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties and are also qualified in important part by a disclosure letter delivered by the Company to Parent and Merger Sub in connection with the Merger Agreement. The representations and warranties may have been made for the purpose of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to stockholders or investors. Accordingly, investors should consider the information in the Merger Agreement in conjunction with the entirety of the factual disclosure about the Company in the Company’s public reports filed with the Securities and Exchange Commission (the “SEC”). Information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Voting Agreements

Concurrently with the execution of the Merger Agreement, certain stockholders of the Company who beneficially own approximately 22.1% of the outstanding Company Common Stock, entered into voting agreements (collectively, the “Voting Agreements”) with Parent pursuant to which such stockholders have agreed, among other things and subject to the terms and conditions of the Voting Agreements, to vote the shares of Company Common Stock owned by them, in favor of the approval and adoption of the Merger Agreement and the consummation of the transactions contemplated thereby.

The foregoing description of the Voting Agreements does not purport to be complete, and is qualified in its entirety by the full text of the Voting Agreements, the form of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.02       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 3, 2026, the Company entered into amendments (the “Letter Agreements”) to the Second Amended and Restated Severance Agreements (the “Severance Agreements”) and award agreements under the Equity Plans (the “Award Agreements”), the Company entered into with each of John Moore, President and Chief Executive Officer; Jared Vitemb, the VP, General Counsel, Secretary and Chief Compliance Officer and Vance Fisher, the Chief Financial Officer (collectively, the “Executives”), to stipulate that the closing of the Merger will constitute "Good Reason" for purposes of the Executive’s respective Severance Agreements and Award Agreements. As part of their Letter Agreements, Mr. Vitemb and Mr. Fisher entered into one-year non-competition agreements.

The foregoing description of the Letter Agreements does not purport to be complete, and is qualified in its entirety by the full text of the Letter Agreements, which are filed as Exhibits 10.2, 10.3 and 10.4 hereto and incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

On March 4, 2026, the Company issued a press release announcing the execution of the Merger Agreement. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. On March 4, 2026, Company employees, customers and vendors, suppliers and partners were sent an email regarding the Merger. Copies of the emails are attached as Exhibits 99.2, 99.3 and 99.4, respectively, to this Current Report on Form 8-K. Attached as Exhibit 99.5 to this Current Report on Form 8-K are talking points regarding the Merger for Company team members to use with customers, suppliers and vendors. Attached as Exhibit 99.6 to this Current Report on Form 8-K are frequently asked questions and answers that may be used in conversations with employees on or after March 4, 2026. Attached as Exhibit 99.7 to this Current Report on Form 8-K is an outline of talking points for the Company town hall on March 4, 2026.

The press release and the communications described in this Item 7.01 (the “communications”) are being furnished, not filed, pursuant to Regulation FD. Accordingly, the press release and the communications will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the press release and the communications is not intended to, and does not, constitute a determination or admission by the Company that the information in the press release and the communications is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.

Item 9.01

Financial Statements and Exhibits.

Exhibit Number		Exhibit Description

2.1		Agreement and Plan of Merger, dated as of March 3, 2026, by and among Royal Cup, Inc., BP I Brew Merger Sub Inc. and Farmer Bros. Co.

10.1		Form of Voting Agreement, dated as of March 3, 2026, by and among Royal Cup, Inc. and certain stockholders of Farmer Bros. Co.

10.2		Letter Agreement, dated as of March 3, 2026, by and between Farmer Bros. Co. and John E. Moore III

10.3		Letter Agreement, dated as of March 3, 2026, by and between Farmer Bros. Co. and Jared Vitemb

10.4		Letter Agreement, dated as of March 3, 2026, by and between Farmer Bros. Co. and Vance Fisher

99.1*		Press Release of Farmer Bros. Co., dated March 4, 2026

99.2*		Email to Farmer Bros. Co. Team Members, dated as of March 4, 2026

99.3*		Email to Farmer Bros. Co. Customers, dated as of March 4, 2026

99.4*		Email to Farmer Bros. Co. Vendors, Suppliers and Partners, dated as of March 4, 2026

99.5*		Team Member Talking Points for Customers, Suppliers and Vendors

99.6*		Team Member Frequently Asked Questions (FAQs)

99.7*		Farmer Bros. Co. Outline for the Town Hall, dated as of March 4, 2026

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* This Exhibit is intended to be furnished to, and not filed with, the Commission pursuant to General Instruction B.2 of Form 8-K.

Additional Information and Where to Find It

This communication is being made in connection with the Merger. In connection with the Merger, the Company plans to file a proxy statement on Schedule 14A and certain other documents regarding the Merger with the SEC. The definitive proxy statement (if and when available) will be mailed to stockholders of the Company. This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT THAT WILL BE FILED WITH THE SEC (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. Stockholders of the Company will be able to obtain free copies of these documents (when available) and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will also be available to stockholders of the Company free of charge on the Company’s website at https://www.farmerbros.com or by written request to our Corporate Secretary at 14501 N Fwy, Fort Worth, Texas 76177, Attn: Corporate Secretary.

Participants in the Solicitation

The Company, its directors and certain of its executive officers may be considered participants in the solicitation of proxies from the Company’s stockholders in connection with the Merger. Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-K for the year ended June 30, 2025, which was filed with the SEC on September 11, 2025, its Amendment No. 1 to Annual Report on Form 10-K for the year ended June 30, 2025, which was filed with the SEC on October 24, 2025, and in other documents filed with the SEC by the Company and its officers and directors.

These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials in connection with the transaction to be filed with the SEC when they become available.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication that are not historical facts, including, without limitation, statements relating to the Merger, including the ability to complete, and the timing of completion of, the transactions contemplated by the Merger Agreement, including the parties’ ability to satisfy the conditions set forth in the Merger Agreement and the possibility of any termination of the Merger Agreement and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “expects,” “intends,” “future,” “may,” “will,” “should,” “could,” “potential,” “continues,” or similar expressions. Such statements are based upon the current beliefs and expectations of management of the Company. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, among others: (1) the risk that the proposed transaction may not be completed in a timely manner or at all; (2) the risk of legal proceedings that may be instituted against the Company related to the Merger Agreement, which may result in significant costs of defense, indemnification and liability; (3) the possibility that competing acquisition proposals for the Company will be made; (4) the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived; (5) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances requiring the Company to pay a Termination Fee; (6) the effects of disruption from the transactions on the Company’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners; (7) the Company’s sales; (8) changes in operating costs, such as production, transportation and labor; (9) the Company’s ability to leverage its existing management and infrastructure; (10) changes in general and administrative expenses, capital expenditures, effective tax rate, impairment and other costs; (11) general economic conditions and (12) conditions beyond the Company’s control such as timing of government policies, natural disasters, acts of war or terrorism. The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in the Company’s public filings with the SEC from time to time, including the Company’s most recent Annual Report on Form 10-K for the year ended June 30, 2025, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company’s stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update any forward-looking statements, except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FARMER BROS. CO.

	By:	/s/ Jared Vitemb
	Name:	Jared Vitemb
	Title:	VP, General Counsel, Secretary and Chief Compliance Officer

Date: March 4, 2026

Exhibit 99.1

Farmer Brothers to Be Acquired by Royal Cup, Creating a Scaled, Integrated Beverage Solutions
Platform
Combined business will establish comprehensive product portfolio, beverage equipment and services,
and national distribution
Braemont Capital provides strategic capital to support transaction

Fort Worth, Texas, March 4, 2026 – Farmer Brothers Coffee Co. (NASDAQ: FARM), a leading roaster, wholesaler and distributor of coffee, tea and allied products, and Royal Cup Coffee & Tea announced today that they have entered into a definitive agreement in which Royal Cup will acquire all outstanding shares of Farmer Brothers stock for $1.29 per share in an all-cash transaction.

As a result of the transaction, Farmer Brothers will combine with Royal Cup and become a private company. The transaction is expected to close in the company’s fiscal fourth quarter ending June 30, 2026.

Founded in 1912, Farmer Brothers Coffee is a national roaster, wholesaler and distributor of coffee, tea and allied products. The company’s nationwide direct-store-delivery network provides extensive beverage planning and equipment services and culinary products to a wide variety of U.S.-based customers, ranging from small independent restaurants and foodservice operators to large institutional buyers. Its brands include Farmer Brothers, Boyd’s Coffee, SUM>ONE Coffee Roasters, West Coast Coffee, Cain’s and China Mist.

“Farmer Brothers has always been dedicated to perfecting roasting techniques and sourcing practices to bring our customers the finest traditional, premium and specialty coffee,” said Farmer Brothers President and Chief Executive Officer John Moore. “We are driven by the belief that connections are built over coffee, and this transaction is a true example as it will combine Farmer Brothers and Royal Cup – two long-standing industry giants. Bringing together more than 250 years of coffee expertise, it allows us to enhance our manufacturing and production capabilities, expand our already industry-leading nationwide distribution network, create even greater economies of scale and ultimately better serve our customers.”

Royal Cup is a nearly 130-year-old company that has built a strong business roasting and distributing specialty and premium coffees, teas and beverage solutions across the country. In December 2025, Braemont Capital, a relationship-driven investment firm, invested in Royal Cup to accelerate innovation, expansion and service.

“This transaction will allow Royal Cup and Farmer Brothers to combine our complimentary capabilities and build a more resilient national organization with the infrastructure and products necessary to better support our growing customer base across multiple channels,” said Royal Cup Chief Executive Officer Chip Wann. “Farmer Brothers has built an extraordinary legacy over the last 114 years — one that mirrors our own commitment to quality, route distribution and service, and the relationships we build with every customer we serve. Together, we will bring greater scale, deeper expertise and an unmatched portfolio of products to the foodservice, hospitality and convenience markets we both call home. I'm incredibly proud of what both of our teams have built, and I'm even more excited about what we will build together."

“We’re incredibly excited to partner with Farmer Brothers, one of the most beloved names in the B2B coffee industry,” said Braemont Capital Partner Wali Bacdayan. “We are committed to helping partners like Farmer Brothers and Royal Cup unlock their full potential as they strategically grow operations and expand their customer base. We look forward to helping two of the leading experts in direct store delivery coffee operations come together to create a truly, one-of-a-kind coffee, tea and beverage provider.”

About the Transaction

Under the terms of the agreement, Royal Cup will acquire all outstanding shares of Farmer Brothers for $1.29 per share in an all-cash transaction.

Farmer Brothers Board of Directors has unanimously approved the proposed transaction and is recommending its shareholders vote to approve the transaction and adopt the agreement. The transaction is expected to close during the company’s fiscal fourth quarter ending June 30, 2026, subject to certain conditions set forth in the agreement, including the approval of a majority of Farmer Brothers’ shareholders and other customary conditions. Upon completion of the transaction, Farmer Brothers’ shares will no longer trade on the NASDAQ Global Select Market, as Farmer Brothers will become a privately held entity.

Advisors

North Point Mergers and Acquisitions, Inc. is serving as the financial advisor and Winston & Strawn LLP is acting as the legal advisor to Farmer Brothers. Stephens, Inc. is serving as the financial advisor and Kirkland and Ellis LLP is acting as the legal advisor to Royal Cup and Braemont Capital.

About Farmer Brothers

Founded in 1912, Farmer Brothers Coffee Co. is a national coffee roaster, wholesaler, equipment servicer and distributor of coffee, tea and culinary products. The company’s product lines include organic, Direct Trade and sustainably produced coffee, as well as tea, cappuccino mixes, spices and baking/biscuit mixes.

Farmer Brothers Coffee Co. delivers extensive beverage planning services and culinary products to a wide variety of U.S.-based customers, ranging from small independent restaurants and foodservice operators to large institutional buyers, such as restaurant, department and convenience store chains, hotels, casinos, healthcare facilities and gourmet coffee houses, as well as grocery chains with private brand coffee and consumer branded coffee and tea products and foodservice distributors. The company’s primary brands include Farmer Brothers, Boyd’s Coffee, SUM>ONE Coffee Roasters, West Coast Coffee, Cain’s and China Mist. You can learn more at farmerbros.com.

About Royal Cup Coffee & Tea

Royal Cup Coffee & Tea is a local, family-owned business that manufactures and distributes high-quality coffee and tea in a variety of flavors and formats. Since 1896, Royal Cup’s reach extends throughout the United States, Mexico and the Caribbean, serving customers in the food service, hospitality, office and specialty coffee markets. Built on strong history and family tradition, Royal Cup’s values are the heart of their work. Read more at royalcupcoffee.com.

About Braemont Capital

Braemont Capital is a relationship-driven investment firm focused on partnering with founders, families and ownership-minded management teams to invest in companies at growth inflection points. The firm is differentiated by the combination of an experienced team, extensive industry partner network and a flexible, long-term capital base. Braemont Capital is growth-oriented and seeks to generate superior outcomes through entrepreneurial business-building initiative. Its capital base enables it to be flexible in structuring and holding investments to execute these initiatives and create enduring value. For more information, please visit braemont.com or linkedin.com/company/braemont-capital.

Additional Information and Where to Find It

This communication is being made in connection with the transaction. In connection with the transaction, Farmer Brothers Coffee Co. plans to file a proxy statement and certain other documents regarding the transaction with the Securities and Exchange Commission (SEC). The definitive proxy statement (if and when available) will be mailed to stockholders of the company. This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT THAT WILL BE FILED WITH THE SEC (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. Stockholders of the company will be able to obtain free copies of these documents (when available) and other documents filed with the SEC by the company through the website maintained by the SEC at sec.gov. Copies of the documents filed with the SEC by the company will also be available to stockholders of the company free of charge on the company’s website at farmerbros.com or by written request to Farmer Brothers’ corporate secretary at 14501 N Fwy, Fort Worth, Texas 76177, Attn: Corporate Secretary.

Participants in the Solicitation

The company, its directors and certain of its executive officers may be considered participants in the solicitation of proxies from the company’s stockholders in connection with the transaction. Information about the directors and executive officers of the company is set forth in its annual report on Form 10-K for the year ended June 30, 2025, which was filed with the SEC on Sept. 11, 2025, its Amendment No. 1 to Annual Report on Form 10-K for the year ended June 30, 2025, which was filed with the SEC on Oct. 24, 2025 and in other documents filed with the SEC by the company and its officers and directors.

Cautionary Statement Regarding Forward Looking Statements

Certain statements in this communication that are not historical facts, including, without limitation, statements relating to the transaction, including the ability to complete, the timing of completion of, and the results of, the transactions contemplated by the merger agreement, including the parties’ ability to satisfy the conditions set forth in the merger agreement and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “expects,” “intends,” “future,” “may,” “will,” “should,” “could,” or similar expressions. Such statements are based upon the current beliefs and expectations of management of the company. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, among others: (1) the risk that the proposed transaction may not be completed in a timely manner or at all; (2) the risk of legal proceedings that may be instituted against the company related to the merger agreement, which may result in significant costs of defense, indemnification and liability; (3) the possibility that competing acquisition proposals for the company will be made; (4) the possibility that any or all of the various conditions to the consummation of the transaction may not be satisfied or waived; (5) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances requiring the company to pay a termination fee; (6) the effects of disruption from the transactions on the company’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners; (7) the company’s sales; (8) changes in operating costs, such as production, transportation and labor; (9) the company’s ability to leverage its existing management and infrastructure; (10) changes in general and administrative expenses, capital expenditures, effective tax rate, impairment and other costs; (11) general economic conditions and (12) conditions beyond the company’s control such as timing of government policies, natural disasters, acts of war or terrorism. The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in the company’s public filings with the SEC from time to time, including the company’s most recent annual report on Form 10-K for the year ended June 30, 2025, quarterly reports on Form 10-Q and current reports on Form 8-K. The company’s stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update any forward-looking statements, except as required by law.

Farmer Brothers Investor and Media Contact
Brandi Wessel
Director of Communications
405-885-5176
bwessel@farmerbros.com

Braemont Capital
Gagnier Communications
Dan Gagnier/Lindsay Barber
Braemont@gagnierfc.com

Exhibit 99.2

To: FBC Employees
Subject: An Exciting New Chapter for Farmer Brothers
From: Communications

Farmer Brothers Team,

I have some significant and exciting news to share with you. This morning, we announced we have entered into a definitive agreement with Royal Cup in which Royal Cup will acquire all outstanding shares of Farmer Brothers stock for $1.29 per share in an all-cash transaction. As a result, Farmer Brothers will combine with Royal Cup and become a privately held company.

While the acquisition is expected to be completed by our fiscal fourth quarter ending June 30, 2026, the combining of the two companies will take more time. More information about this transition will be coming in the weeks and months ahead. In the meantime, Farmer Brothers and Royal Cup will continue to operate as separate, competing businesses.

Farmer Brothers has always been driven by the belief that connections are built over coffee, and this transaction is a true example of that as it will combine us and Royal Cup – two long-standing industry leaders. Bringing together more than 250 years of coffee expertise, this transaction allows us to enhance our manufacturing and production capabilities, combine our industry-leading distribution networks, create even greater economies of scale and ultimately better serve a growing, nationwide customer base.

Combining our organizations also provides numerous benefits for our team members, including greater potential opportunities for career development within a larger organization. With that said, I know all of you have questions about what this means for you, your families and the future of Farmer Brothers. Please join me and the rest of the leadership team today, March 4 at 10 a.m. Central for a town hall where we will provide as much information as possible.

It is important to note that while this news was announced publicly today, it still must go through a customary closing process and will not close immediately. There will be a transition period and as a result, I want to remind you to refrain from making any comments on this news externally outside of the talking points which will be provided shortly. Should you receive inquiries from investors, the media or others, please direct them to our Director of Communications Brandi Wessel at bwessel@farmerbros.com.

Farmer Brothers remains committed to building connections over coffee as we continue to deliver the high-quality coffee, tea, culinary products and services we have always been known for. While this process is ongoing, business will continue as normal. There will not be any changes for our team members, customers, vendors, suppliers or partners.

I want to thank each of you for your hard work and dedication. I have no doubt we will continue to embody the values that have driven Farmer Brothers for almost 115 years as we serve our customers throughout this transition and beyond. The future is incredibly bright, and I am excited to see what opportunities this next chapter will bring.

Sincerely,

John Moore
President and Chief Executive Officer

Additional Information and Where to Find It

Participants in the Solicitation

The company, its directors and certain of its executive officers may be considered participants in the solicitation of proxies from the company’s stockholders in connection with the transaction. Information about the directors and executive officers of the company is set forth in its annual report on Form 10-K for the year ended June 30, 2025, which was filed with the SEC on Sept. 11, 2025, its Amendment No. 1 to annual report on Form 10-K for the year ended June 30, 2025, which was filed with the SEC on Oct. 24, 2025 and in other documents filed with the SEC by the company and its officers and directors.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication that are not historical facts, including, without limitation, statements relating to the transaction, including the ability to complete, the timing of completion of, and the results of, the transactions contemplated by the merger agreement, including the parties’ ability to satisfy the conditions set forth in the merger agreement, conduct and operations continuing as usual during the period between signing the merger agreement and closing the transaction, potential opportunities for career development and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “expects,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “continues,” or similar expressions. Such statements are based upon the current beliefs and expectations of management of the Company. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, among others: (1) the risk that the proposed transaction may not be completed in a timely manner or at all; (2) the risk of legal proceedings that may be instituted against the company related to the merger agreement, which may result in significant costs of defense, indemnification and liability; (3) the possibility that competing acquisition proposals for the company will be made; (4) the possibility that any or all of the various conditions to the consummation of the transaction may not be satisfied or waived; (5) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances requiring the company to pay a termination fee; (6) the effects of disruption from the transactions on the company’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners; (7) the company’s sales; (8) changes in operating costs, such as production, transportation and labor; (9) the company’s ability to leverage its existing management and infrastructure; (10) changes in general and administrative expenses, capital expenditures, effective tax rate, impairment and other costs; (11) general economic conditions and (12) conditions beyond the company’s control such as timing of government policies, natural disasters, acts of war or terrorism. The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in the company’s public filings with the SEC from time to time, including the company’s most recent annual report on Form 10-K for the year ended June 30, 2025, quarterly reports on Form 10-Q and current reports on Form 8-K. The company’s stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update any forward-looking statements, except as required by law.

Exhibit 99.3

To: Farmer Brothers Customers
Subject: An Exciting New Chapter for Farmer Brothers

Dear Valued Customers,

Today, we announced Farmer Brothers has entered into a definitive agreement with Royal Cup in which Royal Cup will acquire all outstanding shares of Farmer Brothers. As a result, Farmer Brothers will combine with Royal Cup and become a privately held company. While we expect the transaction to be completed by our fiscal fourth quarter ending June 30, 2026, the transition to combine the two organizations will take some time.

Farmer Brothers has always been driven by the belief that connections are built over coffee, and this transaction is a true example of that as it will combine two long-standing industry leaders. Bringing together more than 250 years of coffee expertise, this combination allows us to enhance our manufacturing and production capabilities, expand our already industry-leading nationwide distribution network, create even greater economies of scale and ultimately better serve you – our customers.

During this transition, we will remain separate, independent companies and continue operating exactly as we do today. As such, you can continue to rely on us to provide you with the same high-quality coffee, tea and culinary products and outstanding equipment service you have always loved. You can also expect the service we provide today in terms of delivery, contractual arrangements and billing processes to remain the same and business operations to continue as normal.

As a valued customer, we are committed to keeping you informed throughout this process but understand you may have questions. If so, please do not hesitate to reach out directly to your Farmer Brothers partner or our customer service team at dsdcustomerservice@farmerbros.com or 800-735-2878. You can also read the full transaction announcement at farmerbros.com. On behalf of the entire team, thank you for your continued support.

Sincerely,

John Moore
President and Chief Executive Officer

Additional Information and Where to Find It

Participants in the Solicitation

The company, its directors and certain of its executive officers may be considered participants in the solicitation of proxies from the company’s stockholders in connection with the transaction. Information about the directors and executive officers of the company is set forth in its annual report on Form 10-K for the year ended June 30, 2025, which was filed with the SEC on Sept. 11, 2025, its Amendment No. 1 to annual report on Form 10-K for the year ended June 30, 2025, which was filed with the SEC on Oct. 24, 2025 and in other documents filed with the SEC by the company and its officers and directors.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication that are not historical facts, including, without limitation, statements relating to the transaction, including the ability to complete, the timing of completion of, and the results of, the transactions contemplated by the merger agreement, including the parties’ ability to satisfy the conditions set forth in the merger agreement, conduct and operations continuing as usual during the period between signing the merger agreement and closing the transaction and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “expects,” “may,” “will,” “should,” “could,” “continues,” or similar expressions. Such statements are based upon the current beliefs and expectations of management of the Company. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, among others: (1) the risk that the proposed transaction may not be completed in a timely manner or at all; (2) the risk of legal proceedings that may be instituted against the company related to the merger agreement, which may result in significant costs of defense, indemnification and liability; (3) the possibility that competing acquisition proposals for the company will be made; (4) the possibility that any or all of the various conditions to the consummation of the transaction may not be satisfied or waived; (5) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances requiring the company to pay a termination fee; (6) the effects of disruption from the transactions on the company’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners; (7) the company’s sales; (8) changes in operating costs, such as production, transportation and labor; (9) the company’s ability to leverage its existing management and infrastructure; (10) changes in general and administrative expenses, capital expenditures, effective tax rate, impairment and other costs; (11) general economic conditions and (12) conditions beyond the company’s control such as timing of government policies, natural disasters, acts of war or terrorism. The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in the company’s public filings with the SEC from time to time, including the company’s most recent annual report on Form 10-K for the year ended June 30, 2025, quarterly reports on Form 10-Q and current reports on Form 8-K. The company’s stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update any forward-looking statements, except as required by law.

Exhibit 99.4

To: Vendors, Suppliers and Partners
Subject: An Exciting New Chapter for Farmer Brothers
From:

Dear [valued partner/partner name],

Today, we announced Farmer Brother has entered into a definitive agreement with Royal Cup in which Royal Cup will acquire all outstanding shares of Farmer Brothers. As a result, Farmer Brothers will combine with Royal Cup and become a privately held company. While we expect the transaction to be completed by our fiscal fourth quarter ending June 30, 2026, the transition to combine the two organizations will take some time.

During this transition, business will continue as usual as Farmer Brothers and Royal Cup will remain separate, independent companies operating as we do today. There will not be any changes to contractual agreements, schedules or billing processes at this time and business operations will continue as normal.

As a valued partner, we are committed to keeping you updated throughout this process but understand you may have questions. If so, please do not hesitate to reach out directly to your Farmer Brothers partner. You can also read the full transaction announcement at farmerbros.com. On behalf of the entire team, thank you for your continued support.

Sincerely,

John Moore
President and Chief Executive Officer

Additional Information and Where to Find It

Participants in the Solicitation

The company, its directors and certain of its executive officers may be considered participants in the solicitation of proxies from the company’s stockholders in connection with the transaction. Information about the directors and executive officers of the company is set forth in its annual report on Form 10-K for the year ended June 30, 2025, which was filed with the SEC on Sept. 11, 2025, its Amendment No. 1 to annual report on Form 10-K for the year ended June 30, 2025, which was filed with the SEC on Oct. 24, 2025 and in other documents filed with the SEC by the company and its officers and directors.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication that are not historical facts, including, without limitation, statements relating to the transaction, including the ability to complete, the timing of completion of, and the results of, the transactions contemplated by the merger agreement, including the parties’ ability to satisfy the conditions set forth in the merger agreement, the continuation of operations between signing and closing the merger agreement and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “expects,” “opportunity,” “may,” “will,” “should,” “could,” “continues,” or similar expressions. Such statements are based upon the current beliefs and expectations of management of the Company. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, among others: (1) the risk that the proposed transaction may not be completed in a timely manner or at all; (2) the risk of legal proceedings that may be instituted against the company related to the merger agreement, which may result in significant costs of defense, indemnification and liability; (3) the possibility that competing acquisition proposals for the company will be made; (4) the possibility that any or all of the various conditions to the consummation of the transaction may not be satisfied or waived; (5) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances requiring the company to pay a termination fee; (6) the effects of disruption from the transactions on the company’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners; (7) the company’s sales; (8) changes in operating costs, such as production, transportation and labor; (9) the company’s ability to leverage its existing management and infrastructure; (10) changes in general and administrative expenses, capital expenditures, effective tax rate, impairment and other costs; (11) general economic conditions and (12) conditions beyond the company’s control such as timing of government policies, natural disasters, acts of war or terrorism. The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in the company’s public filings with the SEC from time to time, including the company’s most recent annual report on Form 10-K for the year ended June 30, 2025, quarterly reports on Form 10-Q and current reports on Form 8-K. The company’s stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update any forward-looking statements, except as required by law.

Exhibit 99.5

Royal Cup Transaction Talking Points for Customers, Suppliers and Vendors

Transaction Details

Farmer Brothers has entered into a definitive agreement with Royal Cup in which Royal Cup will acquire all outstanding shares of Farmer Brothers stock for $1.29 per share in an all-cash transaction.

Once the transaction closes Farmer Brothers will combine with Royal Cup and become a private company.

Farmer Brothers Board of Directors has unanimously approved the transaction and is recommending its shareholders vote to approve the agreement.

The transaction is subject to the approval of a majority of Farmer Brothers shareholders and other customary conditions.

Transaction Benefits

Similar to Farmer Brothers, Royal Cup has a long-standing history as a family-owned business and both companies share similar philosophies based on their long-standing histories as category leaders.

Bringing together more than 250 years of coffee expertise, this combination allows us to:

Enhance manufacturing and production capabilities.

Expand our industry-leading nationwide distribution network.

Farmer Brothers extensive West Coast and Mid-West network will combine with Royal Cups’ U.S. presence to create a nationwide coffee distribution and equipment service network unlike any other.

Create even greater economies of scale.

Ultimately, better serve a growing nationwide customer base.

Timing

The transaction is expected to close during Farmer Brothers fiscal fourth quarter ending June 30, 2026.

It will take some time for the two companies to combine once the deal closes.

Operational Impact

Business will continue as usual between now and the close of the deal and the ultimate combination of the companies.

Farmer Brothers and Royal Cup will continue to operate as separate, competing businesses during this time.

At this time, there will not be any changes to Farmer Brothers:

Product quality or offerings

Equipment services

Delivery schedules or routes

Contractual agreements

Billing processes

Farmer Brothers will continue to provide the same high-quality coffee, tea and culinary products and outstanding equipment service we have always been known for.

About Royal Cup

Royal Cup Coffee & Tea is a nearly 130-year-old company that manufactures and distributes high-quality coffee and tea in a variety of flavors and formats.

Since 1896, Royal Cup’s reach extends throughout the United States, Mexico and the Caribbean, serving customers in the foodservice, hospitality, convenience store, office and specialty coffee markets with the majority of its revenues going through its route system.

Built on a strong history and family tradition, Royal Cup’s values are the heart of their work.

You can learn more at royalcupcoffee.com.

About Braemont Capital

Braemont Capital is a Dallas-based investment firm that partners with founders, families and ownership-minded leaders to help companies achieve their next phase of growth.

In December 2025, Braemont Capital invested in Royal Cup to further position the company for accelerated innovation, expansion and service.

You can learn more at braemont.com.

Customer, Supply and Vendor Questions

As a valued partner, we are committed to keeping you informed throughout this process.

Customers should speak with their Farmer Brothers partner or our customer service team at dsdcustomerservice@farmerbros.com or 800-735-2878.

Vendors, suppliers and partners should speak with their Farmer Brothers partner.

Any media, investor, shareholder or other such inquires, should be directed to Director of Communications Brandi Wessel at bwessel@farmerbros.com.

Additional Information and Where to Find It

Participants in the Solicitation

The company, its directors and certain of its executive officers may be considered participants in the solicitation of proxies from the company’s stockholders in connection with the transaction. Information about the directors and executive officers of the company is set forth in its annual report on Form 10-K for the year ended June 30, 2025, which was filed with the SEC on Sept. 11, 2025, its Amendment No. 1 to annual report on Form 10-K for the year ended June 30, 2025, which was filed with the SEC on Oct. 24, 2025 and in other documents filed with the SEC by the company and its officers and directors.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication that are not historical facts, including, without limitation, statements relating to the transaction, including the ability to complete, the timing of completion of, and the results of, the transactions contemplated by the merger agreement, including the parties’ ability to satisfy the conditions set forth in the merger agreement, conduct and operations continuing as usual during the period between signing the merger agreement and closing the transaction and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “expects,” “may,” “will,” “should,” “could,” “continues,” or similar expressions. Such statements are based upon the current beliefs and expectations of management of the Company. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, among others: (1) the risk that the proposed transaction may not be completed in a timely manner or at all; (2) the risk of legal proceedings that may be instituted against the company related to the merger agreement, which may result in significant costs of defense, indemnification and liability; (3) the possibility that competing acquisition proposals for the company will be made; (4) the possibility that any or all of the various conditions to the consummation of the transaction may not be satisfied or waived; (5) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances requiring the company to pay a termination fee; (6) the effects of disruption from the transactions on the company’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners; (7) the company’s sales; (8) changes in operating costs, such as production, transportation and labor; (9) the company’s ability to leverage its existing management and infrastructure; (10) changes in general and administrative expenses, capital expenditures, effective tax rate, impairment and other costs; (11) general economic conditions and (12) conditions beyond the company’s control such as timing of government policies, natural disasters, acts of war or terrorism. The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in the company’s public filings with the SEC from time to time, including the company’s most recent annual report on Form 10-K for the year ended June 30, 2025, quarterly reports on Form 10-Q and current reports on Form 8-K. The company’s stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update any forward-looking statements, except as required by law.

Exhibit 99.6

Royal Cup Transaction Team Member FAQ

Q: What did Farmer Brothers announce today?

Farmer Brothers has entered into a definitive agreement with Royal Cup in which Royal Cup will acquire all outstanding shares of Farmer Brothers stock for $1.29 per share in an all-cash transaction. Once the deal closes, which is expected to be completed by our fiscal fourth quarter ending June 30, 2026, Farmer Brothers will combine with Royal Cup and become a private company.

Q: Who is Royal Cup?

Royal Cup Coffee & Tea is a nearly 130-year-old company that manufactures and distributes high-quality coffee and tea in a variety of flavors and formats. Since 1896, Royal Cup’s reach extends throughout the United States, Mexico and the Caribbean, serving customers in the foodservice, hospitality, convenience store, office and specialty coffee markets with the majority of its revenues going through its route system. Built on a strong history and family tradition, Royal Cup’s values are the heart of their work. You can learn more at royalcupcoffee.com.

In December 2025, Braemont Capital, a relationship-driven investment firm, invested in Royal Cup to further position the company for accelerated innovation, expansion and service.

Q: Who is Braemont Capital?

Braemont Capital is a Dallas-based investment firm that partners with founders, families and ownership-minded leaders to help companies achieve their next phase of growth. The firm is differentiated by the combination of an experienced team, extensive industry partner network and a flexible, long-term capital base. Braemont Capital is growth-oriented and seeks to generate superior outcomes through entrepreneurial business-building initiative. Its capital base enables it to be flexible in structuring and holding long-term investments to execute these initiatives and create enduring value. You can learn more at braemont.com.

Q: When will the deal close?

The transaction is expected to close during our fiscal fourth quarter ending June 30, 2026, subject to approval by a majority of Farmer Brothers shareholders and other customary closing conditions.

Once the deal closes, the combination of the two companies will, however, take some time. More information about this will be coming in the weeks and months ahead.

Q: What must happen for the deal to close?

While our board has unanimously approved the transaction, it must be voted on and approved by a majority of the company’s shareholders. The closing is also, of course, subject to customary conditions for transactions of this type.

Q: Will Farmer Brothers shares be paid out or will they convert to shares in Royal Cup and when will this occur?

Royal Cup will acquire all outstanding shares of Farmer Brothers stock for $1.29 per share in an all-cash transaction. Shareholders will receive $1.29 for each share of Farmer Brothers stock they own. This will be paid out after the close of the transaction. Details and more information will be sent to all shareholders once the transaction is approved.

Q: How will Farmer Brothers benefit from combining with Royal Cup?

Farmer Brothers has always been driven by the belief that connections are built over coffee, and this transaction is a true example of that as it combines us and Royal Cup – two long-standing industry leaders. Bringing together more than 250 years of coffee expertise, this combination allows us to enhance our manufacturing and production capabilities, expand our industry-leading nationwide distribution networks, create even greater economies of scale and ultimately better serve a growing nationwide customer base.

Farmer Brothers extensive West Coast and Mid-West network will combine with Royal Cups’ U.S. presence to create a nationwide coffee distribution and equipment service network unlike any other. Combining our organizations also provides numerous benefits for our team members, including greater opportunities for career development within a larger organization.

Q: How does Farmer Brothers and Royal Cup fit together in terms of mission, culture and operations?

Similar to Farmer Brothers, Royal Cup has a long-standing history as a family-owned business. Both companies share similar philosophies based on their longstanding histories as category leaders. In addition, our mission and operations are well aligned.

Q: When will Farmer Brothers and Royal Cup officially combine?

Once the deal closes, the combination of the two companies will take some time. Until then, our business and brands will continue to operate as separate, competing businesses. More information about this will be coming in the weeks and months ahead.

Q: What will the name of the combined company be?

Once the deal closes, the combination of the two companies will take some time. More information about this will be coming in the weeks and months ahead. Until then, our businesses and brands will continue to operate as separate, competing businesses.

Q: What happens to operations between now and the close of the deal and combination of the companies?

During this time, business operations will continue as normal. Farmer Brothers and Royal Cup will remain as separate, competing businesses. We will continue to provide our customers with the same high-quality coffee, tea and culinary products and outstanding equipment service we have always been known for. Customers should expect the service we provide today in terms of delivery, contractual arrangements and billing processes to also remain the same.

Q: Who will have ultimate control over operations – Farmer Brothers or Royal Cup?

Q: How will Farmer Brothers and our family of brands be incorporated into the new organization?

Q: Will we be closing any branches or distribution centers as part of the deal?

Q: Will our corporate headquarters be moving?

Impact on Team Members

Q: Will there be layoffs? If so, how many and what is the timeline?

Specific details have yet to be determined. Please know, the combination of the two companies will take some time even after the close of the transaction. Farmer Brothers and Royal Cup are committed to sharing information as quickly as possible once decisions are made in the coming weeks and months. Until then, our businesses will continue to operate as they currently do as separate, competing businesses.

Q: When will I know if my position is being retained?

Q: What does this mean for Farmer Brothers support teams?

Q: How many team members do you expect will transition to combined company?

Q: What will happen if I am not offered a position or choose not to accept that position?

Team members, who are not covered under a collective bargaining agreement, who are terminated within the 90-day period following the closing of the merger may be eligible to participate in the company’s severance plan, subject to the terms and conditions of the severance plan, or they may be eligible to receive separate severance benefits.

Farmer Brothers and Royal Cup are committed to sharing additional information as quickly as possible. Until then, our businesses will continue to operate as they currently do as separate, competing businesses.

Q: If I do accept the position would there be changes to my role, responsibilities, manager or location?

Q: If I do accept a position, will there be changes to my compensation or benefits?

Until the end of the calendar year, you will continue to receive the same base salary or base wage rate as in effect immediately prior to the closing of the merger. During this period, you will also remain eligible to receive target annual or short-term cash incentive compensation that is no less favorable than the cash incentive compensation opportunities you received immediately prior to the closing of the merger and defined contribution retirement and health and welfare benefits that are generally the same as you received immediately prior to the closing of the merger.

Farmer Brothers and Royal Cup are committed to sharing additional information as quickly as possible. Until the combination of the two companies is complete, we will continue to operate as we currently do as separate, competing businesses.

Q: How long will my current benefits continue?

Upon the closing of the merger, you may be eligible to participate in employee benefit plans maintained by Royal Cup. Farmer Brothers and Royal Cup are committed to sharing additional information as quickly as possible on the employee benefits that will be offered following closing. Until the combination of the two companies is complete, we will continue to operate as we currently do as separate, competing businesses.

Q: Will I still be eligible to participate in Farmer Brothers 401(k) account?

It is currently anticipated that team members who have worked with Farmer Brothers for more than 90 days prior to the closing of the merger will be eligible to participate in Royal Cup’s 401(k) plan immediately after the closing, subject to the terms and conditions of the plan.

Farmer Brothers and Royal Cup are committed to sharing additional information on the employee benefits that will be offered to you following the closing. Until the combination of the two companies is complete, we will continue to operate as we currently do as separate, competing businesses.

Q: If I do accept the position, will my tenure include my service at Farmer Brothers?

Your tenure with Farmer Brothers prior to the closing of the merger will be taken into account for purposes of determining whether you are eligible to participate in certain employee benefit plans maintained by Royal Cup following the closing, as well as for the purposes of determining the vesting of defined contribution retirement benefits and level of benefits that you may receive in respect of any paid time off and severance benefits.

Farmer Brothers and Royal Cup are committed to sharing additional information as quickly as possible on the employee benefits that will be offered following closing. Until the combination of the two companies is complete, we will continue to operate as we currently do as separate, competing businesses.

Q: Will anyone be offered early retirement option(s)?

Q: When can I expect to know more and how will I be communicated with?

Please know, the combination of the two companies will take some time even after the close of the transaction. Farmer Brothers and Royal Cup are committed to sharing information as quickly as possible once decisions are made in the coming weeks and months.

Q: Do I need to start doing anything differently between now and the close of the deal?

No. During this time, business operations will continue as normal and Farmer Brothers and Royal Cup will remain as separate, competing businesses. We will continue to provide our customers with the same high-quality coffee, tea and culinary products and outstanding equipment service we have always been known for. There will not be any changes in terms of delivery, contractual agreements or billing processes at this time for customers, vendors or other partners.

Q: How does this impact our current projects or deadlines?

This transaction will not impact any current projects or deadlines. During this time, business operations will continue as normal and Farmer Brothers and Royal Cup will remain separate, competing businesses.

Q: Who do I go to if I have questions?

As always, we have an open-door policy for questions and concerns. Team members are encouraged to bring any additional questions or concerns to their managers or HR representatives.

Other Miscellaneous Team Member Questions

Q: Will my unvested RSU grants be vested due to a change in ownership of the company? If so at what stock price and when would those pay out?

In connection with closing, your time-based RSUs will be cancelled and converted into cash-based awards with a value equal to the number of RSUs you held multiplied by the per share merger consideration. This cash-based award will be subject to the same terms and conditions as were applicable to your time-based RSUs, including vesting conditions and terms related to the treatment upon termination of employment.

Q: What should I do if I get questions from investors, media or other outside parties?

It is important to note this transaction must still go through a customary closing process and as such, you should not make any comments about it to investors, the media or others. If you receive questions from individuals other than current Farmer Brothers partners (with whom you should only use the approved talking points), you should direct them to our Director of Communications Brandi Wessel at bwessel@farmerbros.com.

Customer Impact

Q: How are we communicating this change to our customers?

An email was sent to Farmer Brothers customers on Wednesday, March 4. You can find a copy of it on the Royal Cup Transaction page of Beyond the Bean.

Q: Where can I go to get copies of those communications?

You can find a copy of it on the Royal Cup Transaction page of Beyond the Bean.

Q: How will this change impact our customers?

We will continue to provide our customers with the same high-quality coffee, tea and culinary products and outstanding equipment service we have always been known for throughout this transition. There will not be any changes in terms of delivery, contractual agreements or billing processes at this time. Business operations will continue as normal.

Q: Will there be changes to our product catalog?

No, there will not be any changes at this time.

Q: Will there be changes to delivery schedule?

No, there will not be any changes at this time.

Q: Will there be changes to existing contracts?

No, there will not be any changes at this time.

Q: Will there be changes to billing?

No, there will not be any changes at this time.

Q: Where should I direct customer questions?

Customers should speak with their Farmer Brothers partner or our customer service team at dsdcustomerservice@farmerbros.com or 800-735-2878.

Vendor/Supplier/Partner Impact

Q: How are we communicating this change to our vendors or partners?

An email was sent to our vendors and partners on March 4. You can find a copy of it on the Royal Cup Transaction page of Beyond the Bean.

Q: Where can I go to get copies of those communications?

You can find a copy of it on the Royal Cup Transaction page of Beyond the Bean.

Q: How will this change impact our vendors, suppliers and partners?

During this time, business will continue as usual. There will not be any changes to contractual agreements, schedules or billing processes at this time.

Q: Will there be changes to our product catalog?

No, there will not be any changes at this time.

Q: Will there be changes to delivery schedules?

No, there will not be any changes at this time.

Q: Will there be changes to existing contracts?

No, there will not be any changes at this time.

Q: Will there be changes to billing?

No, there will not be any changes at this time.

Q: Where should I direct vendor questions?

Vendors, suppliers and partners should speak with their Farmer Brothers partner.

Additional Information and Where to Find It

Participants in the Solicitation

The company, its directors and certain of its executive officers may be considered participants in the solicitation of proxies from the company’s stockholders in connection with the transaction. Information about the directors and executive officers of the company is set forth in its annual report on Form 10-K for the year ended June 30, 2025, which was filed with the SEC on Sept. 11, 2025, its Amendment No. 1 to annual report on Form 10-K for the year ended June 30, 2025, which was filed with the SEC on Oct. 24, 2025 and in other documents filed with the SEC by the company and its officers and directors.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication that are not historical facts, including, without limitation, statements relating to the transaction, including the ability to complete, the timing of completion of, and the results of, the transactions contemplated by the merger agreement, including the parties’ ability to satisfy the conditions set forth in the merger agreement, conduct and operations continuing as usual during the period between signing the merger agreement and closing the transaction and any employment benefits or terms or potential severance terms once the transaction closes and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “expects,” “intends,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “continues,” or similar expressions. Such statements are based upon the current beliefs and expectations of management of the Company. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, among others: (1) the risk that the proposed transaction may not be completed in a timely manner or at all; (2) the risk of legal proceedings that may be instituted against the company related to the merger agreement, which may result in significant costs of defense, indemnification and liability; (3) the possibility that competing acquisition proposals for the company will be made; (4) the possibility that any or all of the various conditions to the consummation of the transaction may not be satisfied or waived; (5) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances requiring the company to pay a termination fee; (6) the effects of disruption from the transactions on the company’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners; (7) the company’s sales; (8) changes in operating costs, such as production, transportation and labor; (9) the company’s ability to leverage its existing management and infrastructure; (10) changes in general and administrative expenses, capital expenditures, effective tax rate, impairment and other costs; (11) general economic conditions and (12) conditions beyond the company’s control such as timing of government policies, natural disasters, acts of war or terrorism. The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in the company’s public filings with the SEC from time to time, including the company’s most recent annual report on Form 10-K for the year ended June 30, 2025, quarterly reports on Form 10-Q and current reports on Form 8-K. The company’s stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update any forward-looking statements, except as required by law.

Exhibit 99.7

Project BREW Town Hall Outline

Welcome

Good morning, everyone. Thank you for joining me.

Transaction Details

This morning, we announced that we have entered into a definitive agreement with Braemont Capital-owned Royal Cup.

Braemont Capital is a Dallas-based investment firm that partners with founders, families and ownership-minded leaders to help companies achieve their next phase of growth.

They acquired Royal Cup in December 2025.

For those of you who aren’t familiar with Royal Cup. They are a nearly 130-year-old company that manufactures and distributes high-quality coffee and tea with operations throughout the U.S., Mexico and the Caribbean.

They primarily serve foodservice, hospitality, convenience store, office and specialty customer channels.

As part of the agreement:

Royal Cup will acquire all outstanding shares of Farmer Brothers stock for $1.29 per share in an all-cash transaction.

The transaction is expected to close by our fiscal fourth quarter, ending June 30, 2026.

At that time, Farmer Brothers will become a privately held company.

Our board of directors has unanimously approved the transaction and recommends our shareholders vote to approve the agreement.

The agreement must be approved by a majority of our shareholders and is subject to customary closing conditions before it can close.

Once it does close, we will combine with Royal Cup to form a single DSD coffee company.

This combination of our businesses will take some time.

Transaction Benefits

Farmer Brothers has always been driven by the belief that connections are built over coffee.

This transaction is a real example of that as it brings together more than 250 years of coffee expertise with two long-standing industry leaders – Farmer Brothers and Royal Cup.

It will:

Combine our extensive West Coast and Mid-West network with Royal Cup’s presence across the southern U.S. to create a nationwide coffee distribution network unlike any other.

Enhance our roasting, manufacturing and production capabilities.

Create even greater economies of scale.

Enhance our ability to better serve a growing nationwide customer base.

This will allow us to grow our customer base much quicker than through organic growth alone.

Provide benefits for you – our team members, including:

Greater potential opportunities for career development within a larger organization.

What This Means for Day-to-Day Operations

Business will continue as usual between now and the close of the deal and the ultimate combination of the companies.

Farmer Brothers and Royal Cup will continue to operate as separate, competing businesses during this time.

At this time, there will not be any changes to Farmer Brothers:

Product quality or offerings

Equipment services

Delivery schedules or routes

Contractual agreements

Billing processes

Farmer Brothers will continue to provide the same high-quality coffee, tea and culinary products and outstanding equipment service we have always been known for.

What Are We Communicating to Customers, Vendors and Suppliers?

We are committed to keeping our partners informed throughout this process.

Emails are being sent today to all partners that we have an email address for to provide more details.

Brian and Travis are also reaching out to key stakeholders to assure them they can continue to rely on us for the same high-quality products and services they enjoy today.

You can find a copy of those emails, as well as talking points you can use in conversations with our business partners on the Royal Cup Transaction page of Beyond the Bean.

It is important to note this transaction must still go through a customary closing process and as such, you should not deviate from the approved talking points.

What Does This Mean for You

We know you all have a lot of questions about what this means for you and your families.

Please understand, it is going to take some time to combine the two companies even after the close of this transaction, which again is scheduled to happen during our fiscal fourth, which doesn’t end until June 30.

As such, we don’t have specific details yet regarding positions, changes in responsibilities or employee benefits.

What we can tell you is we will share details as soon as possible and that we will have more information by the close of the transaction.

Until then, operations will continue as normal until the two companies combine. This means:

Your role and responsibilities remain the same.

Your benefits remain intact.

Projects and deadlines remain unchanged.

Your reporting structure remains the same.

Our goals and priorities remain the same.

We are still focused on driving top-line revenue and growing our customer base and overall coffee pounds.

A few things I can tell you are:

That for those of you who own Farmer Brothers shares, if the transaction is approved, you will receive $1.29 for each share of Farmer Brothers stock you own.

This will be paid out after the close of the transaction.

Details and more information regarding this aspect will be sent to all shareholders once the transaction is approved.

Also, upon the closing of the merger, team members may be eligible to participate in employee benefit plans maintained by Royal Cup.

More details about benefits offerings and changes will be coming closer to the close of the merger.

Communications

Please understand that as a publicly traded company there are a lot of legal and SEC regulations that we must adhere to throughout this process.

Due to this, we won’t be holding our typical Q&A session at this time.

Although we may not have all the answers to your questions at the moment, we are committed to our open-door policy and will communicate more as soon as possible over the coming weeks and months.

Also, your VPs will be scheduling team meetings within the next 24 hours to discuss the transaction and provide you with talking points you can use with customers, vendors and suppliers.

You should not make any comments about the transaction beyond the talking points.

You should also not make any comments to investors, the media or others.

If you receive questions from individuals other than the Farmer Brothers partners you already work with, you should direct them to our Director of Communications Brandi Wessel at bwessel@farmerbros.com.

Conclusion

I want to thank each of you for your hard work and dedication.

We have achieved a lot together over the last several years and I hope you are truly proud of all we have accomplished.

I have no doubt each of you will continue to embody the values and commitment to excellence that have always been synonymous with Farmer Brothers.

I hope you are as excited about the future as I am. I believe this next chapter will bring exciting new opportunities for our team.

Additional Information and Where to Find It

Participants in the Solicitation

The company, its directors and certain of its executive officers may be considered participants in the solicitation of proxies from the company’s stockholders in connection with the transaction. Information about the directors and executive officers of the company is set forth in its annual report on Form 10-K for the year ended June 30, 2025, which was filed with the SEC on Sept. 11, 2025, its Amendment No. 1 to annual report on Form 10-K for the year ended June 30, 2025, which was filed with the SEC on Oct. 24, 2025 and in other documents filed with the SEC by the company and its officers and directors.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication that are not historical facts, including, without limitation, statements relating to the transaction, including the ability to complete, the timing of completion of, and the results of, the transactions contemplated by the merger agreement, including the parties’ ability to satisfy the conditions set forth in the merger agreement, conduct and operations continuing as usual during the period between signing the merger agreement and closing the transaction and any employment benefits or terms once the transaction closes and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “expects,” “intends,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “continues,” or similar expressions. Such statements are based upon the current beliefs and expectations of management of the Company. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, among others: (1) the risk that the proposed transaction may not be completed in a timely manner or at all; (2) the risk of legal proceedings that may be instituted against the company related to the merger agreement, which may result in significant costs of defense, indemnification and liability; (3) the possibility that competing acquisition proposals for the company will be made; (4) the possibility that any or all of the various conditions to the consummation of the transaction may not be satisfied or waived; (5) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances requiring the company to pay a termination fee; (6) the effects of disruption from the transactions on the company’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners; (7) the company’s sales; (8) changes in operating costs, such as production, transportation and labor; (9) the company’s ability to leverage its existing management and infrastructure; (10) changes in general and administrative expenses, capital expenditures, effective tax rate, impairment and other costs; (11) general economic conditions and (12) conditions beyond the company’s control such as timing of government policies, natural disasters, acts of war or terrorism. The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in the company’s public filings with the SEC from time to time, including the company’s most recent annual report on Form 10-K for the year ended June 30, 2025, quarterly reports on Form 10-Q and current reports on Form 8-K. The company’s stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update any forward-looking statements, except as required by law.

Source: View Original Filing on SEC EDGAR

FAQ

What did Farmer Brothers (FARM) announce with Royal Cup?

Farmer Brothers agreed to be acquired by Royal Cup in an all-cash merger at $1.29 per share. After closing, Farmer Brothers will become a wholly owned subsidiary of Royal Cup and a private company, with its common stock delisted from the Nasdaq Global Select Market.

What conditions must be met for the Farmer Brothers–Royal Cup merger to close?

The merger requires approval by a majority of outstanding Farmer Brothers shares and typical closing conditions. These include accuracy of representations, material covenant compliance, no prohibitive laws or orders, no defined Company Material Adverse Effect and a leverage-related condition tied to indebtedness, cash and transaction expenses before closing.

How is the Farmer Brothers merger with Royal Cup being financed?

Royal Cup has an equity commitment of about $2.8 million from Braemont funds and a committed $65 million credit facility. These financing sources are intended to support payment of the $1.29 per share merger consideration and related obligations, although Royal Cup’s closing obligations are not contingent on funding availability.

What termination fees are included in the Farmer Brothers merger agreement?

Farmer Brothers may owe Royal Cup a $1,684,000 termination fee in specified scenarios, including certain superior-offer and failed-vote situations, plus potential expense reimbursement up to $842,000. Royal Cup’s side may owe Farmer Brothers a $5,000,000 reverse termination fee if they fail to close after all conditions are satisfied and notice is given.

How are Farmer Brothers executives affected by the Royal Cup transaction?

Certain executives, including the CEO, General Counsel and CFO, entered letter agreements amending severance and equity-award terms. Closing of the merger will constitute “Good Reason” under their arrangements, and the General Counsel and CFO agreed to one-year non-competition covenants, influencing post-closing employment and severance outcomes.

What role do voting agreements play in the Farmer Brothers–Royal Cup deal?

Stockholders holding about 22.1% of Farmer Brothers common stock signed voting agreements with Royal Cup. They agreed, subject to specific terms, to vote their shares in favor of approving and adopting the merger agreement, providing partial visibility toward securing the required majority shareholder approval.

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Royal Cup to take Farmer Brothers (NASDAQ: FARM) private at $1.29

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What did Farmer Brothers (FARM) announce with Royal Cup?

What conditions must be met for the Farmer Brothers–Royal Cup merger to close?

How is the Farmer Brothers merger with Royal Cup being financed?

What termination fees are included in the Farmer Brothers merger agreement?

How are Farmer Brothers executives affected by the Royal Cup transaction?

What role do voting agreements play in the Farmer Brothers–Royal Cup deal?

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Royal Cup to take Farmer Brothers (NASDAQ: FARM) private at $1.29

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FAQ

What did Farmer Brothers (FARM) announce with Royal Cup?

What conditions must be met for the Farmer Brothers–Royal Cup merger to close?

How is the Farmer Brothers merger with Royal Cup being financed?

What termination fees are included in the Farmer Brothers merger agreement?

How are Farmer Brothers executives affected by the Royal Cup transaction?

What role do voting agreements play in the Farmer Brothers–Royal Cup deal?

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